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PROSPECTUS
VERITAS PETROLEUM SERVICES B.V.
(Organisation number: 58848754)
Listing on Oslo Børs 7.00 per cent Veritas Petroleum Services B.V.
Senior Secured Callable Bond Issue 2014/2019
ISIN NO 0010708506
________________________________________________________
THIS PROSPECTUS SERVES AS A LISTING PROSPECTUS ONLY AS REQUIRED BY
NORWEGIAN LAW AND REGULATIONS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN,
AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT TO IT. THIS
PROSPECTUS HAS NOT BEEN APPROVED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
________________________________________________________
Manager:
Arctic Securities AS
3 February 2015
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Important information
This Prospectus has been prepared by Veritas Petroleum Services B.V. (the "Issuer") in order to provide information about the Issuer, its subsidiaries and the combined business in connection with the listing on the Oslo Stock Exchange of the bonds issued in the 7.00% Veritas Petroleum Services B.V. Senior Secured Callable Bond Issue 2014/2019 (the "Bonds") (the "Bond Issue"). In this Prospectus the term "Group" refers to the Issuer and its subsidiaries.
For the definitions of terms used throughout this Prospectus, see section 10 "Definitions and Glossary of Terms".
_______________________
The Issuer has furnished the information in this Prospectus and accepts responsibility for the information contained herein. No other party makes any representation or warranty, expressed or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, nor shall be relied upon as, a promise or representation by any party. This Prospectus does not contain any offer to subscribe and/or purchase the Bonds. The Norwegian Financial Supervisory Authority has reviewed and approved this Prospectus in accordance with sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian Financial Supervisory Authority's control and approval in this respect is limited to whether the issuer has included descriptions according to a pre-defined list of content requirements. The Norwegian Financial Supervisory Authority has not verified or approved the accuracy or completeness of the information provided in this Prospectus. It is the Issuer's responsibility to ensure that the information in this Prospectus is accurate and complete. Furthermore, the Norwegian Financial Supervisory Authority has not made any sort of control or approval of the corporate matters described in or otherwise included in this Prospectus.
All inquiries relating to this Prospectus should be directed to the Issuer. No person has been authorized to give any information about, or make any representation on behalf of, the Issuer in connection with the issue of the Bonds, and, if given or made, such other information or representation must not be relied upon as having been authorized by the Issuer.
The information contained herein is as of the date of this Prospectus and subject to change, completion or amendment without notice. There may have been changes affecting the Issuer or its subsidiaries subsequent to the date of this Prospectus. The delivery of this Prospectus at any time after the date hereof will not, under any circumstances, create any implication that there has been no change in the Issuer’s affairs since the date hereof or that the information set forth in this Prospectus is correct after its date. However, in accordance with section 7-15 of the Norwegian Securities Trading Act, every new factor, material mistake or inaccuracy which may have significance for the assessment of the Bonds and which is brought to light between the publication of this Prospectus and the listing of the Bonds, respectively, on Oslo Børs, will to the extent required be included in a supplement to this Prospectus.
The distribution of this Prospectus in certain jurisdictions may be restricted by law. The Issuer requires persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus serves as a listing prospectus as required by applicable laws and regulations. This Prospectus does not constitute an offer to buy, subscribe or sell any of the securities described herein, and no securities are being offered or sold pursuant to it.
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
The content of this Prospectus is not legal, business or tax advice. Each reader of this Prospectus should consult its own legal, business or tax advisor as to legal, business or tax advice. If investors are in any doubt
about the contents of this Prospectus, they should consult their stockbroker, bank manager, lawyer, accountant or other professional adviser.
Investing in the Bonds involves certain inherent risks. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
• have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus or any applicable supplement;
• have access, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio;
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• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds;
• understand thoroughly the terms of the Bonds; and
• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
For an overview of relevant risk factors for the Bonds, please see section 1 "Risk Factors" of this Prospectus.
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TABLE OF CONTENTS
1. RISK FACTORS 6
1.1 General 6
1.2 Risks relating to industry and market conditions 6
1.3 Financial risk factors 8
1.4 Risks related to the Group's operations and company specific risks 9
1.5 Risks Related to the Bonds 11
2. RESPONSIBILITY FOR THE PROSPECTUS 14
2.1 Persons responsible for the information 14
2.2 Declaration by persons responsible 14
3. THE BONDS 15
3.1 Use of proceeds 15
3.2 Terms of the Bonds 15
4. COMPANY AND GROUP OVERVIEW 19
4.1 Incorporation, registered office and registration number 19
4.2 History 19
4.3 Organizational structure 20
4.4 Industry specifics 21
4.5 Business overview 22
5. BOARD OF DIRECTORS AND MANAGEMENT 24
5.1 The Issuer's board of directors 24
5.2 Group Management 24
5.3 Conflict of interests 26
5.4 Corporate governance 26
5.5 Contact details of the Group 26
6. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 27
6.1 Shareholders of the Group 27
6.2 Shareholder loan 27
6.3 Related party transactions 27
7. FINANCIAL INFORMATION 28
7.1 Introduction 28
7.2 Historical financial information 28
7.3 Auditing of historical annual financial information 29
7.4 Legal and arbitration proceedings 29
7.5 Significant change in the Issuer’s financial or trading position 29
8. TREND INFORMATION 30
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8.1 Material factors affecting the Issuer's prospects 30
8.2 Material contracts 30
9. ADDITIONAL INFORMATION 31
9.1 Third party information 31
9.2 Documents on display 31
9.3 Statutory auditors 31
9.4 Advisors 31
9.5 Expenses 31
9.6 Documents incorporated by references 31
10. DEFINITIONS AND GLOSSARY OF TERMS 33
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1. RISK FACTORS
1.1 General
Investing in the Bonds involves inherent risks. This section 1 "Risk factors" contains an
overview of the risk factors that are known to the Issuer and considered material by it. If
any of the events or circumstances discussed below occurs, the Group's business,
financial condition, results of operations and cash flow could be materially and adversely
affected, and this may have a material adverse effect on the Group's ability to meet its
obligations (including the payment of the principal amount and payment of interest)
under the Bonds.
Prospective investors should carefully consider all the information set out in this
Prospectus and particularly the risk factors set forth below before making an investment
decision, and should consult their own expert advisors as to the suitability of an
investment in the Bonds. An investment in the Bonds is suitable only for investors who
understand the risk factors associated with this type of investment and who can afford a
loss of all or part of the investment.
The order in which the risks are presented below is not intended to provide an indication
of the likelihood of their occurrence nor of their severity or significance.
1.2 Risks relating to industry and market conditions
1.2.1 General global fuel testing market risk
The Group provides fuel testing and inspection services primarily within the maritime
sector. Key customers include ship owners, fuel suppliers, brokers, traders and vessel
charters.
The Group is exposed to the risk of a general market downturn affecting its customers
and thereby reducing the level of demand for its services. Any such reduction in the
activity levels of the Group may have a negative effect on the trading price of the Bonds
and the Issuer's ability to pay all or part of the interest and/or principal on the Bonds.
1.2.2 Changes in government regulations
Changes in government regulations and other laws may affect the operations of the
Group and its customers. Examples of such changes are changes in taxes or changes to
marine fuel regulations. Such changes could have substantial impact on the operating
costs of the Group which could reduce the Issuer's ability to service its debt under the
Bond Issue.
1.2.3 LNG growing as an alternative fuel for transportation
LNG is in the early stages of becoming a mainstream fuel for transportation. The Group
does not currently test LNG fuel as a part of its operations, but research efforts have
been undertaken by the Group in order to develop LNG fuel tests to offer clients in the
future. However, there can be no assurances as to when such LNG fuel testing will be
operational and what level of revenue this will produce for the Group. Consequently, the
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emergence of LNG as an alternative mainstream source of fuel could reduce the demand
for the Group's fuel testing services. General market information1 indicates that an
expected increase of the global fleet size is likely offset a potential downward effect for
the Group. Nevertheless, growth of LNG as a fuel for transportation may potentially
reduce the Group's revenue and thus negatively affect the Issuer's ability to service its
debt under the Bond Issue.
1.2.4 Flash point limits
The International Maritime Organization ("IMO")2 is considering the introduction of a US
proposal to reduce flash point limits for distillate fuels. This change could differentiate
between airline and maritime limits. The consequence would be that sample
transportation costs would increase, which in turn would have a negative effect on the
revenue of the Group and consequently may reduce the Issuer's ability to service its
debt under the Bond Issue.
1.2.5 Sulphur limits within fuels
Sulphur Emission Control Areas are sea areas in which stricter controls have been
established to minimize airborne emissions in accordance with the International
Convention for the Prevention of Pollution from Ships3.
Due to new regulations of IMO the requirements in certain emission control areas have
changed as of 1 January 2015. This has led to a further restriction on allowed sulphur
content to 0.10% down from 1.00%4. Whilst increased regulation would normally have a
positive effect on the Group's business, there is a risk for the Group that customers
using distillate fuels will test less frequently than when using heavier fuels. This could in
consequence reduce the revenue of the Group and negatively affect the Issuer's ability
to service its debt under the Bond Issue.
1.2.6 Increased use of mass flow meters
Primarily affecting the Singapore and Rotterdam bunkering markets, an increased use of
mass flow meters has the potential to reduce the requirements for bunker quantity
surveys ("BQS") within the Group. The magnitude of this risk will depend on the
development of mandatory implementations by various port authorities around the
world.
The risk magnitude will also depend on the general development of technical skills of
shipping crews. Using mass flow meters requires extensive knowledge and practice to be
able to run the controls. If the required competence is not in place, the mass flow
meters might not be used properly which may lead to questions being asked regarding
the integrity of the test results. These developments may have a negative effect on the
total revenues of the Group, and thus negatively affect the Issuer's ability to service its
obligations under the Bond Issue.
1 Source: http://www.lr.org/en/marine/projects/global-marine-fuel-trends-2030.aspx 2 Source: IMO quoted to www.bunkerworld.com , published November 21, 2014 3 Source: IMO webiste;http://www.imo.org/About/Conventions/ListOfConventions/Pages/International-Convention-for-the-
Prevention-of-Pollution-from-Ships-(MARPOL).aspx 4 Source: IMO webiste; http://www.imo.org/About/Conventions/Pages/Action-Dates.aspx
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1.2.7 Acts of terrorism and natural disasters
Acts of terrorism and natural disasters may affect the Issuer directly or indirectly
through an adverse effect on the general economic climate or direct attacks on its
personnel or property. This may again have a material adverse effect on market
conditions and the trading price of the Bonds, but also on the Issuer's overall costs and
ability to service its debt under the Bond Issue.
1.2.8 General improvement of fuel quality
The Group is exposed to the risk of breakthroughs in research and development that will
improve the general fuel quality level. This could lead to a reduced need for the testing
services provided by the Group. Consequently such fuel quality improvements could
have a substantial impact on the Group's revenue, which could impact the Issuer's ability
to service its debt under the Bond Issue.
1.2.9 Competition
The market in which the Group operates is populated by a fairly limited number of
participants. The Group cannot ensure that it will be able to respond to existing and new
sources of competition. If the current competitors or new market entrants introduce new
products or services with better features, performance, prices or other characteristics
than the Group's products and services, such increased competition may materially
adversely affect the Issuer's business, results of operation and financial condition. This
would then in turn affect the Issuer's ability to service its obligations under the Bond
Issue.
1.3 Financial risk factors
1.3.1 Currency risk
The Group operates its business in several jurisdictions and is therefore exposed to
currency risk. The Group has currently not entered into any hedging arrangements to
limit the currency risk of its business.
The Group primarily invoices its customers in USD, while lab expenses are incurred in
several currencies where USD and Euro are the most important ones. The currency risk
related to the Group's business could impact the costs of the Group and reduce the
Issuer's ability to service its debt under the Bond Issue.
1.3.2 Credit risk
The Group's revenue depends on its customers' and clients' ability to make payments.
There is a risk that the customers or clients of the Group are delayed when making
payments or fail to pay some or the entire invoiced amount. If customers and clients, or
any one of them, delay or fail in paying significant amounts of outstanding invoices, this
may impair the Group's liquidity position and the business, results of operations and
general financial condition of the Group. As a consequence, the Issuer's ability to service
its debt under the Bond Issue may be negatively affected.
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1.3.3 Financial covenants
The Bond Agreement contains financial covenants and the Issuer's ability to comply with
the financial covenants will depend on the Issuer's results, which is dependent on the
prevailing economic and competitive conditions in addition to financial, operational and
other factors outside the Issuer's control. There can be no guarantee that the Issuer will
be able to comply with all financial covenants for future or current debt, or that its
lenders will agree to waive or amend applicable covenants in order to avoid a default on
the Issuer's future or current debt commitments. A failure by the Issuer to comply with
financial covenants in loan agreements may lead to a default and subsequently to the
Bondholders losing parts or all of their investment in the Bonds.
1.3.4 Risks related to access to funds
The Group may be dependent on obtaining additional debt or equity financing in the
future. However, there can be no assurance given that the Group will be able to meet
such future financing needs or that such financing will be obtained on acceptable terms.
If the Group is unable to obtain future debt and/or equity financing on acceptable terms,
this could adversely affect the business, financial condition, results of operations and
liquidity of the Group.
1.3.5 The Issuer's historical financial statements may not be indicative of future
performance
The Issuer has limited operating history as a separate entity, and the historical financial
statements from 2013 and earlier of the Issuer may not be indicative of the Issuer's
future results of operation, financial position and cash flows.
1.3.6 Overall tax structure
The Group operates in numerous countries throughout the world. Consequently, the
Group will be subject to changes in tax laws, treaties or regulations or the interpretation
or enforcement thereof in various jurisdictions. Tax laws and regulations are highly
complex and subject to interpretation. The Group's income tax expense will be based on
its interpretation of the tax laws in effect in various countries at the time the expense is
incurred. If applicable laws, treaties or regulations change or other taxing authorities do
not agree with the Group's assessment of the effects of such laws, treaties and
regulations, this could have a material adverse effect on the Group's business, financial
condition, results of operations and liquidity position. This could again negatively affect
the Issuer's ability to service its debt under the Bond Issue.
1.4 Risks related to the Group's operations and company specific risks
1.4.1 Operational risk
The Group is exposed to risk associated with the fuel testing services performed. For
example, providing inaccurate test results can lead to loss of reputation and credibility,
leading to decreased demand for the Group's services.
Furthermore, the services provided by the Group are exposed to human error, which
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may negatively affect the quality of the provided services. This could harm the Group's
market position and thereby affect its business, financial condition, results of operations
and prospects.
1.4.2 Environmental risks
The Group's operations are subject to numerous environmental laws and regulations. In
the event that the Group is unable, at any time, to comply with applicable environmental
laws and regulations, it may be subject to significant fines, penalties or liabilities.
Environmental laws may result in a material increase in the costs of the Group's
operations or otherwise adversely affect the Group's financial condition, results of
operations and prospects. Environmental laws may also expose the Group to liability for
the actions of third parties. Some environmental laws provide for joint and several strict
liabilities for remediation of releases of hazardous substances, which could result in
liability for environmental damage without regard to negligence or fault. Any liability for
the Group pursuant to the aforementioned could adversely affect the Group's business,
financial condition, results of operations and prospects.
1.4.3 Health and safety risks
The Group is bound by laws and regulations to preserve the safety, health and work
environment of its employees. The Group is exposed to the risk of work accidents and
harm to personnel and property. Due to the nature of the fuel testing business, there are
risks of work accidents such as personnel coming into contact with hazardous heavy
fuels and chemicals. A failure to comply, or to implement adequate procedures to ensure
compliance with HSE-requirements may lead to loss of reputation, fines, law suits and
penalties. This may have a material adverse effect on the Group's business, operations
and financial conditions.
1.4.4 Incurrence of liability not covered by insurance
Although the Group maintains liability insurance in an amount that it considers adequate,
its insurance may not cover all potential losses and liabilities associated with its
operations. The occurrence of a casualty, loss or liability against which the Group is not
fully insured could significantly reduce its revenues or otherwise impair the Issuer's
ability to meet its debt obligations under the Bond Issue.
1.4.5 Dependence upon key personnel
The successful development and performance of the Group's business is to a large extent
dependent on its ability to attract and retain key employees and management personnel.
The Group's success depends, to a significant extent, on the continued services of the
individual members of its employees and management team, who have substantial
experience in the business. There can be no assurance that key employees or members
of the management will remain with the Group or that the Group will be able to attract
new qualified personnel when needed or at all. Any loss of the services of key members
of the management or key employees could have a material adverse effect on the
Group's business, operations and financial condition.
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1.4.6 Legal claims and disputes
The Group may be exposed to legal claims from customers, authorities or other third
parties and will from time to time be involved in disputes in the ordinary course of its
business activities. Such claims and disputes may disrupt the Group's business
operations and could also adversely affect the result of the Group's operations and
financial condition.
1.5 Risks Related to the Bonds
1.5.1 Credit rating
The Issuer has not sought, nor does it intend to seek, the credit rating of an independent
rating agency and there has been no assessment by any independent rating agency of
the Bonds. The lack of a credit rating might affect the demand for the Bonds and the
thereby the possibility for investors to sell the Bonds at an acceptable price or at all.
1.5.2 Pre-defined majorities may amend the terms of the Bond Agreement
The Bond Agreement contains provisions for calling a meeting of the bondholders in the
event that the Issuer wishes to amend the terms and conditions of the Bond Agreement.
These provisions permit defined majorities to bind all bondholders including bondholders
who did not attend and vote at the relevant meeting and bondholders who vote in a
manner contrary to the majority. Consequently investors who only hold a small amount
of Bonds cannot be assured that the terms of the Bonds will stay the same until the
maturity date.
1.5.3 Trading and liquidity risk
There is currently no public trading in respect of the Bonds which are being issued and
there can be no assurance that an active secondary market for the Bonds will develop
or, if it develops, that it will continue. Even though the Bonds will be listed on Oslo Børs,
there can be no assurance that investors will be able to re-sell their Bonds at or above
the issue price or at all. Several factors over which the Issuer has no control may affect
the trading market for, and trading value of, the Bonds. These factors include:
• the level, direction and volatility of market interest rates, general economic
conditions and the investment appetite of investors;
• the financial condition of the Issuer; and
• the market for similar securities.
No predictions can be made about the effect which any future events will have on the
market price of the Bonds prevailing from time to time. Investors should consider the
potentially limited secondary market before making a decision to invest in the Bonds.
1.5.4 Restrictive covenants
The Bond Agreement imposes restrictive covenants limiting the Group's freedom of
operation and activities, including, but not limited to, covenants that limit its ability to:
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incur obligations that rank ahead of the obligations under the Bond Agreement;
merge or consolidate with other entities to the extent such merger or
consolidation has a material adverse effect;
de-merge or initiate other forms of corporate re-organization involving a split of
the Issuer or any of its subsidiaries to the extent such de-merger or re-
organization has a material adverse effect;
suspend or terminate the operations of the business if such actions could
reasonably be expected to have a material adverse effect;
substantially change the general nature or the scope of the business of the
Group;
sell or otherwise dispose of all or a substantial part of the Group's assets or
operations assets, unless:
o the transaction is carried out at fair market value and fair market terms;
and
o such transaction does not have or could not reasonably be expected to
have a material adverse effect;
enter into certain transactions with affiliates outside the ordinary course of
business;
change the type of organization or jurisdiction of incorporation of the Issuer;
create or incur certain liens outside the ordinary course of business;
declare dividends, repurchase shares or initiate other distributions to its
shareholders during the term of the Bonds, unless the Net Interest Bearing Debt
to EBITDA (both terms defined in the Bond Agreement, and such ratio defined as
"Gearing Ratio") is below 3.00; and
incur or guarantee certain additional indebtedness outside the ordinary course of
business, unless the Net Interest Bearing Debt to EBITDA ratio (both terms
defined in the Bond Agreement, and such ratio defined as "Gearing Ratio") is
below 4.00.
The restrictions in the Bond Agreement may prevent the Group from taking actions that
it believes would be in the best interest of the Group, and may make it difficult for the
Group to execute its business strategy successfully or compete effectively with
companies not subject to similar restrictions.
Furthermore, the Bond Agreement requires the Group to maintain specified financial
ratios and to comply with certain financial tests. The Group's ability to meet such
financial ratios and tests can be affected by events beyond the Group's control, and no
assurance can be given that the Group will be able to comply with such requirements.
The Issuer cannot assure investors that it will be granted waivers or amendments if for
any reason it is unable to comply with the restrictive covenants in the Bond Agreement.
The breach of any of these covenants could result in an event of default under the Bond
Agreement which may lead to the investors losing parts or all of their investment in the
Bonds.
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1.5.5 Change of control events trigger a put option for the Bondholders
Upon the occurrence of a Change of Control Event (as defined in the Bond Agreement),
each individual bondholder has a right of pre-payment of the Bonds at a price of 101 per
cent of par value plus accrued interest on the Bonds. A change of control in the
ownership of the Issuer is outside its control and the Issuer may not have sufficient
funds to make the required redemption of Bonds upon the occurrence of a Change of
Control Event. The Issuer’s failure to redeem tendered Bonds would constitute an event
of default under the Bond Agreement and may lead to the Bondholders losing parts or all
of their investment in the Bonds.
1.5.6 The Issuer may prepay the Bonds at predefined price levels
Under the Bond Agreement the Issuer may redeem the Bond Issue in whole or in part at
a price equal to par value of the Bonds plus an applicable call premium. The applicable
premium will vary according to the relevant redemption date of the Bonds. This feature
is likely to serve as a limit on the market value of the Bonds, as the market value of the
Bonds generally will not rise substantially above the price at which they can be
redeemed by the Issuer. In the event of a redemption of the Bonds it may not be
possible for the Bondholders to reinvest the proceeds received from the redemption at
an interest rate equal to or higher than that on the Bonds.
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2. RESPONSIBILITY FOR THE PROSPECTUS
2.1 Persons responsible for the information
The person responsible for the information given in this Prospectus is the board of
directors of the Issuer.
2.2 Declaration by persons responsible
The board of directors of the Issuer accepts responsibility for the information contained
in this Prospectus. The board of directors of the Issuer confirms that, having taken all
reasonable care to ensure that such is the case, the information contained in this
Prospectus is, to the best of our knowledge, in accordance with the facts and contains no
omissions likely to affect its import.
___ February 2015
Veritas Petroleum Services B.V.
__________________________
Eirik Gunnar Andreassen
Chairman
__________________________
Constantijn Marie Franciscus Peeters
Director
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3. THE BONDS
3.1 Use of proceeds
The net proceeds of the Bonds have been applied towards refinancing of parts of the
shareholder loans provided in connection with the Issuer's acquisition of the VPS Group
and for general corporate purposes of the Group.
3.2 Terms of the Bonds
The summary below describes the principal terms of the Bonds. Certain of the terms and
conditions described below are subject to important limitations and exceptions. The Bond
Agreement attached to this Prospectus contains the complete terms and conditions of
the Bonds.
ISIN: NO 0010708506
The reference name of the Bond
Issue:
7.00% Veritas Petroleum Services B.V. Senior Secured
Callable Bond Issue 2014/2019
Issuer: Veritas Petroleum Services B.V
Currency of the Bonds: USD
Issue size: USD 70,000,000
Nominal value: Each Bond has a nominal value of USD 200,000
Securities form: The Bonds are electronically registered in book-entry
form with Verdipapirsentralen ASA (the VPS), Fred.
Olsens gate 1. Postboks 4, 0051 Oslo, Norway.
Issue Date: 1 April 2014
Interest bearing from and
including:
Issue Date
Interest bearing to: Maturity Date
Maturity Date: 1 April 2019
Interest Payment Dates: 1 April and 1 October each year and the Maturity Date.
Issue Price: 100% (nominal value)
Interest Rate: 7.00% p.a.
As the interest rate is fixed, the issue price is 100% and
the Bondholders do not have any costs related to the
interest payments, the yield for the Bondholders is 7%
per year.
Day count fraction: Interest is computed on the basis of a 360-day year
comprised of 12 30-day months (30/360).
Business Day Convention: No adjustment will be made, notwithstanding the period
end date occurs on a day that is not a Business Day,
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and if such date is not a Business Day, payments of
interest will be made on the first following day that is a
Business Day (No adjustments of Business Day).
Amortization: The Issuer shall repay the Bonds in full at the Maturity
Date at 100% of par value.
Business Day: Any day on which commercial banks in Oslo and New
York are open for general business, and can settle
foreign currency transactions and the Norwegian Central
Bank's Settlement System is open.
Taxation: The Issuer shall pay any stamp duty and other public
fees accruing in connection with the Bonds, but not in
respect of trading in the secondary market (except to
the extent required by applicable laws), and shall
deduct at source any applicable withholding tax payable
pursuant to law, subject to standard gross up provisions
and gross up call provisions.
Optional redemption for tax
purposes:
In the event of certain developments affecting taxation,
the Issuer may redeem the Bonds in whole, but not in
part, at any time, at a redemption price of 100% of the
nominal value, plus accrued and unpaid interest, if any,
and additional amounts, if any, to the date of
redemption.
Please refer to clause 14.7 of the Bond Agreement for
further information about the optional redemption for
tax purposes.
Payment mechanics: Interest and principal due for payment is credited the
bank account nominated by each Bondholder in
connection with its securities account in VPS.
Ranking of the Bonds: The Bonds are senior debt of the Issuer and rank at
least pari passu with all other senior obligations of the
Issuer except for obligations which are mandatorily
preferred by law.
Security Interests: The Issuer’s obligations under the Bond Agreement are
secured by the following security interests which have
been granted on first priority in favour of the Bond
Trustee (on behalf of the Bondholders):
(i) pledge over all the shares in the Issuer;
(ii) pledge over all claims under the loan granted to
the Issuer by Veritas Petroleum Services Holding
B.V. in connection with the acquisition of the VPS
Group; and
(iii) pledge over all claims under any intragroup loans
(other than such arising under any group account
system of the Group) granted by the Issuer to
another member of the Group, which either singly
17
or together with any such other loans or credits
amount to USD 2,000,000 or more to the same
member of the Group.
Change of control: Upon the occurrence of certain events constituting a
change of control event, the Issuer is required to offer
to repurchase the Bonds at a purchase price equal to
101% of their nominal value, plus accrued and unpaid
interest.
Call Option: The Issuer may redeem the Bonds (all or parts) as
follows:
(i) with settlement date any time from and including
1 April 2016, to but not including, 1 April 2017 at
a price equal to 106% of nominal value plus
accrued interest on the redeemed account;
(ii) with settlement date any time from and including
1 April 2017, to but not including, 1 April 2018 at
a price equal to 104.50% of nominal value plus
accrued interest on the redeemed amount; and
(iii) with settlement date any time from and including
1 April 2018 at a price equal to 101.50% of
nominal value plus accrued interest on the
redeemed amount.
Please refer to clause 10.2 of the Bond Agreement for
further information about the call option.
Listing and admission to
trading:
The Bonds will be listed on the Oslo Stock Exchange no
later than 31 March 2015.
Authorisations: The Bonds have been issued in accordance with a
written resolution of the management board of the
Issuer dated 28 March 2014, a written resolution of the
general meeting of the Issuer dated 28 March 2014, a
written resolution of the management board of Veritas
Petroleum Services Holding B.V. dated 28 March 2014
and a written resolution of the supervisory board of
Veritas Petroleum Services Holding B.V. dated 28 March
2014.
Limitation of claims: The time limit on the validity of claims is three years for
interest and ten years for repayment of principal.
Bondholders’ Meeting: The Bondholders' Meeting represents the supreme
authority of the Bondholders community in all matters
relating to the Bonds. If a resolution by the Bondholders
is required, such resolution shall be passed at a
Bondholders' Meeting. Resolutions passed at
Bondholders' Meetings shall be binding upon and prevail
for all the Bonds. Please refer to Clause 16 of the Bond
18
Agreement for additional information.
Trustee: Nordic Trustee ASA, reg. no. 963 342 624.
Nordic Trustee ASA represents the Bondholders. The
role and the authority of the Trustee is regulated in
clause 17.1 of the Bond Agreement.
Paying Agent: DNB Bank ASA, Dronning Eufemias gate 30, 0116 Oslo.
The paying agent is responsible for registering the
owners of the Bonds in the Securities Depository.
Securities Depository: The Securities Depository in which the Bonds are
registered is Verdipapirsentralen, Biskop Gunnerus’ gate
14A, 0185 Oslo, Norway.
Market-making: There is no market-making arrangement entered into in
connection with the Bonds.
Governing Law: The Bonds and the Bond Agreement are governed by
Norwegian law.
19
4. COMPANY AND GROUP OVERVIEW
4.1 Incorporation, registered office and registration number
The legal and commercial name of the Issuer is Veritas Petroleum Services B.V. The
Issuer is a private limited liability company incorporated under the laws of the
Netherlands, having its registered office at Zwolseweg 1, 2994 LB Barendrecht, the
Netherlands, with registration number 58848754 in the Dutch Business Register (In
Dutch: "Kamer van Koophandel"). The telephone number of the Issuer is +31 (0) 180 22
11 00. The Issuer was incorporated on 25 September 2013 to facilitate the acquisition of
DNV Petroleum AS.
The Issuer is a holding entity without any operational business and is therefore
dependent on its subsidiaries to service its debt obligations. An organizational structure
chart of the Group is included in section 4.3.
4.2 History
The Group operates within the marine fuel management sector. Since 1981 the Group
has provided marine residual fuel testing services, enabling ship owners and operators to
get insights into the quality of fuel supplied to their vessels and since 1987 offering
bunker quantity surveys for ship owners. Today these are the key services of the Group.
Important milestones for the Group are:
Year Milestone
1981 DNV starts Petroleum Services operation with first office and lab in Oslo,
Norway
1982 Labs opened in Teaneck and Singapore
1987 Introduction of Bunker Quantity Survey(BQS) for ships
1992 Lab opened in Rotterdam (Barendrecht), the Netherlands
1996 Lab opened in Fujairah, United Arab Emirates, launch of new service; bunker
alerts 2001 Lab opened in Algeciras, Spain, Headquarters opened in Singapore
2003 Lap opened in Houston, United States of America
2005 Teaneck and Algeciras labs closed
2007 Reached milestone of a 1,000,000 total FQT tested samples since 1981
2013 Oslo lab closed, IK VII Fund acquired DNV Petroleum Services AS from DNV
2014 DNV Petroleum Services is rebranded to Veritas Petroleum Services B.V.,
Headquarters moved to Rotterdam (Barendrecht), the Netherlands
The services provided by the Group enable ship operators to comprehensively
predetermine the quality of bunkers to be consumed by their vessels. This became a
serious constraint during the oil crisis in the 1970s when the increased application of
‘deep conversion’, high-yield refining techniques caused residual fuel quality to
deteriorate considerably.
20
Consequently, the shipping community saw an increase in damages to fuel pumps,
piston rings, cylinder liners and other costly engine parts on board their vessels. The
Group's fuel quality testing ("FQT") programme has assisted ship operators enrolled in
the programme with detecting poor quality bunkers delivered to their vessels and take
appropriate actions.
As a marine fuel management pioneer, the Group's corporate history reflects the
changing fuel priorities and requirements of ship operators, of which bunker regulations
have emerged as a key driver in recent years.
The Group has been serving the maritime industry since the launch of its commercial
FQT service in 1981. Today the Group offers a wide range of fuel management services
to assist ship operators, power plant operators and other industry operators, delivering
improvements to risk management, cost and operational efficiency, and compliance with
regulatory requirements.
4.3 Organizational structure
The following table sets forth the Group’s significant subsidiaries as of the date of this
Prospectus:
The Group has in each subsidiary a direct or indirect ownership for 100% of outstanding
shares.
21
4.4 Industry specifics
VPS is a leading provider of marine fuel management services5. The market where the
Group operates is driven by the use of petroleum products in the maritime industry.
Petroleum products are usually grouped into four categories6:
Light distillates - e.g. aviation and motor gasoline
Middle distillates - e.g. jet fuel, kerosene, gas and diesel oils
Residual or fuel oil - e.g. marine bunkers and crude oil used directly as fuel
Other - e.g. refinery gas, LPG, solvents, petroleum coke, lubricants, bitumen, wax,
and other refined products
Today, global refineries produce around eight million barrels of residual fuel oil ("fuel
oil", "heavy fuel oil" or "HFO") every day as a by-product of the refining process.
Residual fuel oil is essentially what is left, along with petroleum coke, after petroleum
refiners extract everything of value from the oil.
Fuel oil is considered to be a "bottom of the barrel" product and the fuel offered to the
market will have unavoidable waste products arising from the main refinery activity. As a
consequence, fuel oils often contain abrasive particles (catalytic fines) that may damage
machinery and also have higher sulphur and metal content. Being a product of relatively
low quality, the price compared to other "better" products like distillates, is relatively low
and as such it is often the preferred low-cost choice in many industries.
Power plants use fuel oil to produce electricity to the grid. In the industrial sector,
cement, aluminium and paper factories can be powered by heavy fuel oil. Residual fuel
oil is primarily used as bunker fuel on-board ships or power plants, as a feedstock to
more advanced refineries to produce higher end petroleum fuels/products, and to
produce energy for manufacturing plants.
Because of the relatively low price of fuel oil, residual fuel is the chosen fuel for most
large ships. A single container cargo ship consume up to 250 tons of fuel a day,
depending on ship size and operating speed. For larger ships, bunker fuel for a single
voyage can cost as much as USD 1 million.
Overall the demand for residual fuel oil has been slowly declining since its peak in 1980
as traditional consumption sectors (power generation and industrial heating) have
switched to coal and gas in the industrialised world. Other residual fuel consumers, most
notably bunkers, asphalt, and power/industrial, are experiencing growing demand in key
areas of the developing world. The energy consulting firm PIRA Energy Group expects
that in contrast to the last 15 years, global end-user demand for residual fuel products
will level off, or even grow7. In particular, fuel oil consumed by the maritime sector
("bunkers" or bunker fuel) is expected to grow as the global merchant fleet grows to
meet expanding trade volumes. As such, bunker fuel is expected to account for a
growing share of the total residual fuel oil demand going forward.
Testing of Residual Fuel Oils8
5 Source: The Issuer 6 Source. U.S. department of energy, http://energy.gov 7 Source: http://www.pira.com/services/multi-client-studies/residual-fuel-oil-outlook 8 Source: The Issuer
22
The technical properties of fuel oil (being a complex mixture of hydrocarbons and other
compounds) vary greatly depending on the crude oil used in the refining process and
also by the blending of the final product. Testing the finished fuel oil products is
therefore the most effective way to determine the actual fuel properties, and to ensure
that it does not contain excessive amount of components that can cause damage to the
machinery.
The increasing use of cracking processes to obtain a larger portion of distillates from
crude oil has resulted in increasing densities of residual fuels. In addition, heavier grades
of fuels are becoming more popular for large ships, and these grades usually have higher
density than the widely used 380 fuel grade9. Depending on the fuel treatment systems
installed on board the vessel, high density fuels may be more difficult to clean e.g. for
water and catalytic fines. The latter are highly abrasive particles which may cause wear
on engine parts like piston rings and cylinder liners.
Independent fuel oil testing is most commonly performed in the maritime, offshore,
power plant industries, as well as within the utilities and the industrial sector. Testing is
also commonly done on residual fuel oil used for feedstock to the various refinery
processes, but this is mostly done in-house at the refineries' own laboratory.
4.5 Business overview
The Group operates a global network of customer service offices and four specialist fuel
laboratories strategically located in Singapore, Rotterdam (Barendrecht), Houston and
Fujairah.
Source: Company
9 380 fuel grade indicates a type of Intermediate fuel oil with a maximum viscosity of 380 Centistokes.
23
The Group has established a strong global market position in providing FQT and BQS
services to the maritime industry throughout the years. Distinguishing itself from
competitors by having the competence and infrastructure to assist ship operators with
total fuel management solutions, delivering measurable improvements to risk
management, cost and operational efficiency, and compliance with regulatory
requirements.
The Group's services are provided in 150 key ports around the world to a stable client
base of about 900 companies with in total 10,000 vessels in service. The Group's 20
largest FQT clients account for approximately 25% of the total samples to be tested,
which gives the Group the opportunity to generate a stable cash flow throughout the
year. Furthermore no client of the Group generates more than approximately 0.75% of
the total invoiced amount each year, which means the Issuer is not dependent upon
individual clients for its revenue flows10.
The Group has had a consistent revenue growth and stable EBITDA margins of 25%-
30% over the last five years11.
10 Source: The Issuer 11 Source: The Issuer
24
5. BOARD OF DIRECTORS AND MANAGEMENT
5.1 The Issuer's board of directors
The table below sets out the names and details of the members of the board of directors
of the Issuer:
Name Position Sex Nationality
Eirik Gunnar Andreassen Director Male Norwegian
Constantijn Marie Franciscus Peeters
("Stan Peeters")
Director Male Dutch
Eirik Andreassen MSc., holds a Diploma, Mass. Inst. of Tech (MIT) and holds a Master of
Science in Naval Architecture from NTH. Eirik Andreassen has worked at DNV GL, the
Group's previous parent company for over 20 years and has held several leading
positions within the Group, amongst other director of international affairs and head of
classifications development.
Drs. Stan Peeters RC, holds a master degree in fiscal economics from Tilburg University
and an executive master degree in finance and controlling from Maastricht University.
Stan Peeters joined the Group in September 2014 and has 18 years of experience. He
started his carrier as a tax lawyer before taking on financial management roles both
within multinational companies (DSM, Philips) and Private Equity backed business (Van
Gansewinkel, Smartwares).
5.2 Group Management
The table below sets out the names and details of the members of the management of
the Issuer:
Name Position Sex Nationality
Eirik Gunnar Andreassen Chief Executive
Officer
Male Norwegian
Constantijn Marie Franciscus Peeters
("Stan Peeters")
Chief Financial
Officer
Male Dutch
Tejs Beltov Managing
Director Europe
Male Danish
Rahul Choudhuri Managing
Director Asia,
Middle East,
Africa
Male Singaporean
Michael MacNamara Managing Male American
25
Director
Americas
Jeroen de Vos Service Director
Technical
Male Dutch
Martin Verle Service Director
Testing
Male British
Eirik Andreassen M.Sc. - Please refer to the description provided under section 5.1.
Drs. Stan Peeters RC, - Please refer to the description provided under section 5.1.
Tejs Beltov MBA, has a background as Master Mariner supplemented with an education
as Naval Architect from the Technical University of Denmark and an MBA from AVT
Institute of Executive Education. Tejs Beltov joined the Group in May 2014 and comes
with more than 20 years of experience from key positions with leading companies within
the international marine and offshore industry.
Rahul Choudhuri MBA, holds a Diploma in Shipping and Port Management from the
University of Delaware USA and a Master Business Administration from Henley
Management College. Before joining the Group in 1991, Mr. Choudhuri was a ship
captain having sailed for 13 years. Prior to his current position as a managing director
for Veritas Petroleum Services (Asia) Pte Ltd., he was the operations manager in
Singapore and managed a team of bunker surveyors. Mr. Choudhuri is also a
participating member on the Singapore Shipping Association Technical & International
Committees.
Mike MacNamara holds a Master of Business Administration from Oklahoma City
University. Michael worked for Royal Caribbean Cruises Ltd. from 1999 - 2014, and as a
member of the executive management team held the positions of Vice President Energy
and previously as Vice President Fuel Supply. Prior to joining Royal Caribbean Cruises
Ltd, he spent 11 years in the oil & gas industry covering a broad range of functions
including exploration & development, processing & distribution, mergers & acquisitions,
international business development, strategic planning, and risk management. In
January 2015 Michael McNamara joined VPS as Managing Director Americas and is based
in Houston, USA.
Jeroen de Vos, graduated as Maritime Officer from the Nautical College in Rotterdam.
Before joining the Group in 1999 Jeroen de Vos sailed for ten years as engineer including
the Royal Dutch Navy. He joined the Group in 1999 as Technical Adviser and
subsequently as Station Manager in Rotterdam before assuming the position of Senior
Technical Consultant in 2013 in Singapore. Jeroen de Vos is currently Service Director
Technical and based in Rotterdam.
Martin Verle, an experienced British Marine Engineer who sailed for many years as sea-
going engineer with cape size bulk carriers, LPG tankers & cruise ships. Martin joined the
Group in 2000 as assistant technical advisor. Since then, Martin has worked in a variety
of positions within the Group e.g. technical advisor, deputy global technical manager,
operations manager, station manager and the last two years as business process
excellence manager in Singapore. As per 1 January 2015, Martin has been appointed as
26
testing director for the Group.
5.3 Conflict of interests
There are no conflicts of interest between any duties to the Issuer of the persons
involved with management or supervisory duties of the Group and their private interests
and/or other duties. No persons involved in the Bond Issue have any interests in it.
5.4 Corporate governance
The Issuer is a private limited company and therefore not subject to the corporate
governance code in its home jurisdiction as this code only applies to companies with
listed shares in the Netherlands.
5.5 Contact details of the Group
The members of the board of the Issuer and the group management may be contacted
at the Group’s head office located at Barendrecht, the Netherlands.
Visiting address Postal address Telephone Email
Veritas Petroleum
Services B.V.
Zwolseweg 1
2994 LB
Barendrecht
Veritas Petroleum
Services B.V.
PO Box 9515
3007 AM Rotterdam
Secretary to board
of directors and
group management;
Ms. Susan Straw
+00 31 180 221
103
Secretary to board
of directors and
group management;
Ms. Susan Straw
Susan.straw@v-p-
s.com
27
6. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
6.1 Shareholders of the Group
As of 31 December 2014, the share capital of the Issuer was USD 6,300,000 divided into
63,000,000 ordinary shares with a nominal value of USD 0.10.
Holders of ordinary shares of the Issuer have voting rights and are entitled dividends.
All the shares of the Issuer are held by Veritas Petroleum Services Holding BV.
The Issuer has no information or indications that a change of shareholders implying a
change of control in the ownership of the Issuer will occur in the foreseeable future.
6.2 Shareholder loan
Veritas Petroleum Services Holding B.V has provided the Issuer with a shareholder loan
in an amount of USD 7.9 million including accrued interest as per 31 December 2014.
This loan bears interest of 10% per annum. The interest is capitalised on each interest
calculation date and is not paid in cash to the shareholder unless there is a repayment of
the principal amount (in part or in whole) of the loan. The Issuer shall repay the principal
amount of the loan together with any accrued but unpaid interest thereon upon the
occurrence of a change of control in the ownership of the Issuer or on the first business
day after the expiry of a period of nine and a half years after 11 November 2013.
6.3 Related party transactions
All legal entities that can be controlled, jointly controlled or significantly influenced are
considered to be a related party. Also, entities which can control the Issuer are
considered a related party. In addition, statutory directors and close relatives are
regarded as related parties.
The Issuer has for its intra group transactions established a transfer pricing policy in
place based on arm-lengths' principle.
28
7. FINANCIAL INFORMATION
7.1 Introduction
The Issuer has a limited operating history as it was incorporated in September 2013.
Consequently the Issuer does not have complete annual accounts for the last two years.
The Issuer does however have special purpose financial statements for the period in
2013 after incorporation, i.e. from 25 September 2013 to 31 December 2013. The
special purpose financial statements are attached to this Prospectus.
In order to provide investors with the possibility to assess historical financial information
for the Group, the annual accounts for 2012 and 2013 of DNV Petroleum Services AS
have been included in this Prospectus. These accounts provide an overview of the
financial history prior to the Issuer's acquisition of DNV Petroleum AS.
The historical financial information which is included in this Prospectus through cross-
reference in section 9.6 is:
• 2013 special purpose financial statement for the Issuer;
• 2012 annual accounts for DNV Petroleum Services AS; and
• 2013 annual accounts for DNV Petroleum Services AS.
7.2 Historical financial information
The special purpose financial statements of the Issuer have been prepared in accordance
with the International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB) and endorsed by the European Union (EU), effective
for annual periods beginning after 1 January 2013.
The 2012 and 2013 annual accounts of DNV Petroleum Services AS have been prepared
in accordance with the provisions of the Norwegian Accounting Act and generally
accepted accounting principles in Norway.
Annual report page no.
Special purpose financial statements
2013 for the Issuer
2013
Income statement N/A 4
Balance sheet N/A 5
Cash flow statement N/A 7
Notes 8
Financial statements 2012 and 2013
DNV Petroleum Services AS
2012 2013
29
Income statement 1 3
Balance sheet 2 4
Cash flow statement 4 6
Notes 5 7
Significant accounting policies 5-7 7-9
7.3 Auditing of historical annual financial information
7.3.1 Audit opinion on the Issuer's special purpose financial statements 2013
The Issuer's 2013 special purpose financial statements have been audited by
PriceWaterhouseCoopers Accountants N.V., independent public accountants, Fascinatio
Boulevard 350, 3065 WB, Rotterdam.
The audit opinion of PriceWaterhouseCoopers is included in the special purpose financial
statements.
7.3.2 Audit opinion DNV Petroleum Services AS financial statements 2012 and 2013
The 2012 and 2013 financial statements of DNV Petroleum Services AS have been
audited by Ernst & Young AS, independent public accountants, Langelandsvergen1, N-
6010 Ålesund, Norway.
The audit opinions of Ernst & Young are attached as separate documents to this
Prospectus.
7.4 Legal and arbitration proceedings
The Issuer is not involved with any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which the Issuer is
aware), during the 12 months period prior to the date of this Prospectus which may
have, or have had in the recent past, significant effects on the Issuer’s financial position
or profitability.
7.5 Significant change in the Issuer’s financial or trading position
With the exception of the Bond Issue, the Issuer is not aware of any significant change
in the financial or trading position of the Issuer which has occurred since the end of the
last financial period on 31 December 2013 for which either audited financial information
or interim financial information have been published or any trends, uncertainties,
demands, commitments or events.
30
8. TREND INFORMATION
8.1 Material factors affecting the Issuer's prospects
There have been no material adverse changes in the prospects of the Issuer since the
date of its last published audited financial statements.
8.2 Material contracts
The Issuer has not entered into any material contracts outside the ordinary course of its
business.
31
9. ADDITIONAL INFORMATION
9.1 Third party information
The information in this Prospectus that has been sourced from third parties has been
accurately reproduced and, as far as the Issuer is aware and able to ascertain from
information published by those third parties, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
9.2 Documents on display
Copies of the following documents will be available for inspection at the offices of the
Issuer at Zwolseweg 1, 2994 LB Barendrecht, the Netherlands, during normal business
hours from Monday to Friday each week (except public holidays) for a period of 12
months from the date of this Prospectus:
(a) articles of incorporation and articles of association of the Issuer; and
(b) the historical financial information set out in section 7.1 of this Prospectus.
9.3 Statutory auditors
The Issuer’s auditor is PriceWaterhouseCoopers Accountants N.V., independent public
accountants, Fascinatio Boulevard 350, 3065 WB, Rotterdam.
PriceWaterhouseCoopers Accountants N.V. is a member of the Netherlands Institute of
Public Accountants (NBA) and licensed by The Netherlands Authority for the Financial
Markets (AFM) to audit Public Interest Entities (PIE).
9.4 Advisors
Arctic Securities AS has acted as manager in connection with the issue of the Bonds.
Advokatfirmaet Wiersholm AS has acted as legal advisor to the Issuer with respect to
Norwegian law.
9.5 Expenses
The Issuer estimates the expenses associated with the listing of the Bonds to be
approximately NOK 1.2 million.
9.6 Documents incorporated by references
The below listed documents are incorporated by reference:
Document Link
Bond Agreement http://www.v-p-s.com/investor-
32
relations/Bond_agreement.pdf
2013 special purpose
financial statements for
the Issuer
http://www.v-p-s.com/investor-
relations/2013_special_purpose_financial_statements_for_th
e_Issuer.pdf
2013 audit statement for
the Issuer
http://www.v-p-s.com/investor-
relations/2013_audit_statement_for_the_Issuer.pdf
2012 annual accounts for
DNV Petroleum Services
AS
http://www.v-p-s.com/investor-
relations/2012_annual_accounts_for_DNV_Petroleum_Servic
es_AS.pdf
2012 audit statement for
DNV Petroleum Services
AS
http://www.v-p-s.com/investor-
relations/2012_audit_statement_for_DNV_Petroleum_Servic
es_AS.pdf
2013 annual accounts for
DNV Petroleum Services
AS
http://www.v-p-s.com/investor-
relations/2013_annual%20_accounts_for_DNV_Petroleum_S
ervices_AS.pdf
2013 audit statement for
DNV Petroleum Services
AS
http://www.v-p-s.com/investor-
relations/2013_audit_statement_for_DNV_Petroleum_Servic
es_AS.pdf
33
10. DEFINITIONS AND GLOSSARY OF TERMS
Bond Agreement means the bond agreement entered into between the
Issuer and Nordic Trustee ASA which regulates the Bond
Issue
Bond Issue means the issue of bonds in the 7.00% Veritas Petroleum
Services B.V. Senior Secured Callable Bond Issue
2014/2019
Bonds means the securities issued under the Bond Issue
BQS means bunker quantity surveys
Flash point limit the flash point limit of a volatile material is the lowest
temperature at which it can vaporize to form an ignitable
mixture in air
FQT means fuel quality testing
Group means the Issuer and its subsidiaries
HFO means heavy fuel oil
IMO means International Maritime Organization
Issuer means the issuer of the Bonds Veritas Petroleum Services
B.V., reg. no. 58848754
LNG means liquefied natural gas
LPG means liquefied Petroleum gas
Mass flow meter a mass flow meter, also known as an inertial flow meter
is a device that measures mass flow rate of a fluid
traveling through a tube. The mass flow rate is the mass
of the fluid traveling past a fixed point per unit time.
VPS Group means DNV Petroleum Services AS (a wholly owned
subsidiary of the Issuer) and all of its subsidiaries from
time to time
34
Veritas Petroleum Services B.V
P.O. Box 9515
3007 AM Rotterdam
phone: +31 10 292 26 00
e-mail: rotterdam@v-p-s.com
internet: www.v-p-s.com
Arctic Securities AS
P.O. Box 1833 Vika
0123 Oslo
Telephone: +47 21 01 31 00
Fax: +47 21 01 31 37
Email: mail@arcticsec.no
www.arcticsec.no
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